STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
CERTIFICATE OF MERGER
OF
PRISMYX DATA SOLUTIONS LLC
(a Delaware limited liability company)
WITH AND INTO
PRISMYX ACQUISITION SUB LLC
(a Delaware limited liability company)
Filed pursuant to Section 18-209 of the Delaware Limited Liability Company Act (6 Del. C. § 18-209)
Filed with the Secretary of State of the State of Delaware
May 27, 2024
CERTIFICATE OF MERGER
The undersigned, on behalf of the constituent entities identified herein, do hereby certify the following in connection with the merger (the "Merger") of Prismyx Data Solutions LLC, a Delaware limited liability company, with and into Prismyx Acquisition Sub LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (6 Del. C. § 18-209) (the "Act"):
SECTION 1: NAME AND JURISDICTION OF EACH CONSTITUENT ENTITY
The name and jurisdiction of formation of each constituent entity that is a party to this Merger are as follows:
1.1 Merging Entity (Non-Surviving):
Prismyx Data Solutions LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware. Prismyx Data Solutions LLC was organized in the State of Delaware in 2020, and its Employer Identification Number assigned by the Internal Revenue Service is 86-1537842. The principal office address of Prismyx Data Solutions LLC is 1414 Walnut Street, Suite 310, Philadelphia, Pennsylvania 19102.
1.2 Surviving Entity:
Prismyx Acquisition Sub LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware. The Employer Identification Number assigned by the Internal Revenue Service to Prismyx Acquisition Sub LLC is 93-4218560. The principal office address of Prismyx Acquisition Sub LLC is c/o Lumos Analytics Inc., 450 Mission Street, Suite 2200, San Francisco, California 94105.
Each of the foregoing entities is sometimes referred to herein individually as a "Constituent Entity" and collectively as the "Constituent Entities."
SECTION 2: IDENTIFICATION OF THE SURVIVING ENTITY
2.1 Prismyx Data Solutions LLC, a Delaware limited liability company, is hereby merged with and into Prismyx Acquisition Sub LLC, a Delaware limited liability company, in accordance with the provisions of Section 18-209 of the Act.
2.2 Prismyx Acquisition Sub LLC shall be the surviving entity of the Merger (the "Surviving Entity") and shall continue its existence as a limited liability company organized under the laws of the State of Delaware following the consummation of the Merger.
2.3 Upon the Effective Time (as defined in Section 5 below) of the Merger, the separate existence of Prismyx Data Solutions LLC shall cease, and Prismyx Data Solutions LLC shall be merged with and into the Surviving Entity. All of the rights, privileges, powers, and franchises of Prismyx Data Solutions LLC, and all property, real, personal, and mixed, and all debts due to Prismyx Data Solutions LLC on whatever account, and all other things and causes of action belonging to Prismyx Data Solutions LLC, shall be vested in the Surviving Entity. All property, rights, privileges, powers, and franchises, and all and every other interest of the Constituent Entities shall thereafter be the property of the Surviving Entity as effectually as they were of the respective Constituent Entities. The title to any real property vested by deed or otherwise in either of the Constituent Entities shall not revert or be in any way impaired by reason of the Merger. All rights of creditors and all liens upon any property of either Constituent Entity shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Entities shall thenceforth attach to the Surviving Entity, and may be enforced against the Surviving Entity to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it.
SECTION 3: OWNERSHIP OF THE SURVIVING ENTITY
3.1 Prismyx Acquisition Sub LLC is a wholly owned subsidiary of Lumos Analytics Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, with an Employer Identification Number of 83-2941076 and a principal office located at 450 Mission Street, Suite 2200, San Francisco, California 94105.
3.2 The sole member of Prismyx Acquisition Sub LLC, both immediately prior to and immediately following the Effective Time of the Merger, is Lumos Analytics Inc. No change in the membership interests of the Surviving Entity shall occur by reason of the Merger, and Lumos Analytics Inc. shall remain the sole member of Prismyx Acquisition Sub LLC following the consummation of the Merger.
SECTION 4: AUTHORIZATION AND APPROVAL OF THE MERGER
4.1 The Agreement and Plan of Merger, dated as of April 3, 2024 (the "Merger Agreement"), by and among Lumos Analytics Inc., a Delaware corporation, Prismyx Acquisition Sub LLC, a Delaware limited liability company, Prismyx Data Solutions LLC, a Delaware limited liability company, Jonah Eberhardt, an individual, and Talia Messina, an individual, was duly authorized, executed, and delivered by each of the Constituent Entities and the other parties thereto in accordance with the provisions of Section 18-209 of the Act and the respective organizational documents of each Constituent Entity. The Merger Agreement sets forth the terms and conditions of the Merger, including the manner and basis of converting and canceling the membership interests of Prismyx Data Solutions LLC in connection with the Merger.
4.2 The Merger was duly approved by the sole member of Prismyx Acquisition Sub LLC, namely Lumos Analytics Inc., acting in its capacity as the sole member of Prismyx Acquisition Sub LLC, in accordance with the terms and provisions of the Limited Liability Company Agreement of Prismyx Acquisition Sub LLC then in effect. Such approval was obtained in accordance with Section 18-209 of the Act and the Limited Liability Company Agreement of Prismyx Acquisition Sub LLC.
4.3 The Merger was duly approved by the members of Prismyx Data Solutions LLC holding all of the outstanding membership units of Prismyx Data Solutions LLC. As of the date of such approval, a total of one thousand (1,000) membership units of Prismyx Data Solutions LLC were issued and outstanding, and such units were held as follows:
Each of Jonah Eberhardt, holding five hundred fifty (550) membership units (representing 55% of all outstanding membership units), and Talia Messina, holding four hundred fifty (450) membership units (representing 45% of all outstanding membership units), duly approved and consented to the Merger, the Merger Agreement, and the transactions contemplated thereby on May 10, 2024. Such approval was obtained in accordance with Section 18-209 of the Act and the Limited Liability Company Agreement of Prismyx Data Solutions LLC then in effect.
4.4 All actions required to be taken by or on behalf of each Constituent Entity to authorize, approve, and effectuate the Merger and the filing of this Certificate of Merger, including all requisite approvals, consents, and authorizations of the members and managers of each Constituent Entity, have been duly and validly taken in compliance with the Act and the respective organizational documents of each Constituent Entity.
SECTION 5: EFFECTIVE TIME OF THE MERGER
The Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware on May 27, 2024 (the "Effective Time"). At and after the Effective Time, the Merger shall have all of the effects provided by applicable law, including Section 18-209 of the Act.
SECTION 6: AGREEMENT AND PLAN OF MERGER
6.1 An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Entity, Prismyx Acquisition Sub LLC, at the following address:
Prismyx Acquisition Sub LLC c/o Lumos Analytics Inc. 450 Mission Street, Suite 2200 San Francisco, California 94105
6.2 In accordance with Section 18-209(f) of the Act, a copy of the Merger Agreement will be furnished by the Surviving Entity to any member of either Constituent Entity, upon written request and without cost, at the address set forth in Section 6.1 above.
SECTION 7: REGISTERED AGENT OF THE SURVIVING ENTITY
The name and address of the registered agent of the Surviving Entity, Prismyx Acquisition Sub LLC, in the State of Delaware are as follows:
Name: Capitol Registered Agents, Inc.
Address: 1209 Orange Street, Wilmington, Delaware 19801
The registered agent has been duly appointed in accordance with the Act and has consented to serve in such capacity.
SECTION 8: AMENDMENT TO CERTIFICATE OF FORMATION
The Certificate of Formation of the Surviving Entity, Prismyx Acquisition Sub LLC, as currently on file with the Secretary of State of the State of Delaware, shall not be amended, modified, or otherwise altered in connection with or as a result of the Merger. The Certificate of Formation of the Surviving Entity, as in effect immediately prior to the Effective Time, shall continue in full force and effect as the Certificate of Formation of the Surviving Entity following the Merger, without amendment or modification.
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SIGNATURE PAGE TO CERTIFICATE OF MERGER
IN WITNESS WHEREOF, the undersigned, being duly authorized representatives of the respective Constituent Entities, have caused this Certificate of Merger to be duly executed as of the 27th day of May, 2024.
SURVIVING ENTITY:
PRISMYX ACQUISITION SUB LLC
By: Lumos Analytics Inc., its sole member
By: ________
Name: Desmond Calloway
Title: Chief Executive Officer
Date: May 27, 2024
MERGING ENTITY:
PRISMYX DATA SOLUTIONS LLC
By: ________
Name: Jonah Eberhardt
Title: Managing Member
Date: May 27, 2024
PREPARER / CONTACT INFORMATION
This Certificate of Merger was prepared by:
Calderwood & Harkness LLP 101 California Street, Suite 4500 San Francisco, California 94111
Contact: Harrison Wexford, Partner Telephone: (415) 555-8200
Email: hwexford@calderwoodharkness.com
C&H Matter No. 1008-00008
CONFIDENTIAL — This Certificate of Merger is being filed with the Secretary of State of the State of Delaware for public record. Questions regarding the Merger should be directed to Calderwood & Harkness LLP at the contact information provided above.
| Member | Number of Units Held | Percentage of Outstanding Units |
| Jonah Eberhardt | 550 | 55% |
| Talia Messina | 450 | 45% |
| Total | 1,000 | 100% |